Manufacturing a More Artful Deal

How VP and associate general counsel Sandra Hall Mulrain helps Southwire do better business

Sandra Hall Mulrain remembers feeling siloed in her early days as an in-house attorney, talking to the business units primarily when they called her for legal advice. “I’d respond to a client request with whether an action was within the bounds of the applicable legal authority, but it didn’t really go much farther than that,” she says.

Sandra Hall Mulrain Southwire
Sandra Hall Mulrain, Southwire

That was the technical approach she’d honed in law school and in legal firms: apply the law to the facts at hand and give clients the answers to address their immediate problems. So she was initially perplexed when, a few years later, a new legal manager would go to a whiteboard to brainstorm different approaches to resolving legal issues posed by the business. “I’m thinking, why are we doing this?” she recalls. “You know the state of the law, I know the state of the law. We just need to figure out the best answer for our issue.”

Getting out of the law books and onto the whiteboard taught Mulrain to consider the problem on a macro level, including the business realities and impacts, and to think about it beyond her legal lens. “It would force me to go back to my clients and ask them more questions—deeper questions and angles that I had not thought of initially,” she explains. “It also forced me to get to know my client’s needs in a more personal way.”

This was when Mulrain, vice president and associate general counsel at Southwire, first experienced what she calls “artful lawyering”—putting your individual skills and abilities to work at the nexus between the business objective and the legal issue and, more specifically, acting as a “wired” business partner, not simply a legal tactician. “It’s not thinking you have the answer in a vacuum,” she says. “You really don’t get to the heart of good lawyering in a business context until you understand how your legal advice can help or hinder successful business results.”

“Each lawyer can dispense legal advice, but how you deliver it is what differentiates us,” Mulrain says. She identifies five components to artful lawyering: trusted client interaction; strategic problem-solving; a deep knowledge of the business and what motivates clients; good judgment; and value creation. “Each one of these are the abilities, when married with foundational legal skills, that can elevate lawyering to a more ‘artful’ practice,” she says.

Translating Latin, Law, and the Language of Business

Mulrain says one of the keys to artful lawyering is translating between the business objectives and the legal issues. “As an in-house lawyer, you will be faced with complex legal challenges that will require you to get legal experts in the room, or you yourself will have to explain difficult legal concepts,” she says. “However, you always have to look at it through the eyes of the business and their risk tolerance.”

Mulrain recalls a time when a colleague, a subject-matter expert (SME) in the legal area at issue, scheduled a meeting to talk about a potential legal problem with a business leader. The leader immediately called her to discuss the issue first. Mulrain thought as she answered the call, “He knows I am not the SME.” The leader immediately said to her, “What’s going on here? I know you will give me the real story.” Mulrain realized that while he knew she was not the expert, he understood that when she talked to him, she spoke in his language—that is, in business terms.

“The legal SME had a habit of speaking only in dense legal terms—which the client found difficult to follow and interpret—and rarely engaged the leader in how his advice would impact business objectives,” she says. As a classics major in college, Mulrain developed a mastery of language—even translating the epic Latin poem “The Aeneid”—that she says helps her to this day. “There’s a business language you need to learn to speak,” she says. “The most successful business partners are those who create value for the client by fostering greater understandings while using their expertise to drive better results for the business.”

Politics, Personalities, and Professionalism

Beyond understanding business objectives, Mulrain says it’s also crucial to understand your clients on a personal level. She’s been known to put on a hard hat and go talk to workers in the manufacturing plants within the companies she’s worked, giving those employees time and attention that other attorneys may be reluctant to invest.

In fact, for anyone in a consulting or advisory role, Mulrain says putting in that one-on-one time with clients can deepen the relationship and let you use your expertise to even greater effect. “You become part of the circle of trust. They’ll give you the dirt, they’ll give you the facts, you’ll learn more,” she says. “It’s not going to impair your career to sit with these people and understand their needs.”

Sandra Hall Mulrain Southwire

She saw the flip-side of this approach illustrated when working with an outside counsel team on a deal. A junior lawyer shot off an email in a somewhat high-handed tone to Mulrain’s internal client and misjudged his temperament; it backfired and the client did not want to engage with him directly after that interaction. “They were being great lawyers who were passionate about the issues at hand; the problem is, they really didn’t understand the people they were dealing with,” she recalls, “so they weren’t being helpful.”

That situation self-corrected when a more senior lawyer on the outside team stepped in, but Mulrain has seen much more dramatic cases of politics and egos getting in the way. She once worked with a lawyer representing the other party in a commercial transaction who engaged in aggressive and negative negotiation tactics, including posturing during calls with clients, escalating minor issues as deal killers, and maintaining a contentious, blustery, and at times disrespectful demeanor.

By the end of the transaction, Mulrain recalls, her clients remarked on how inappropriate the opposing lawyer had behaved. After the transaction closed, Mulrain also learned that the other party had acted against the advice of his lawyer on several issues in order to save the deal—even he recognized that his lawyer’s ego was getting in the way of a successful transaction. “I don’t care how talented a lawyer you are, professionalism matters and clients take notice,” she says, adding that this was probably an example of the most unartful lawyering she had ever encountered.

The Deal is in the Details

Mulrain has helped lead Southwire through four mergers and acquisitions in the past two years. While her legal expertise was instrumental to negotiating, drafting, and closing the deals, in at least one case, she learned from the investment banker that her hands-on approach—literally—was a key deciding factor.

“He said, ‘What helped to win this deal, Sandra, was that while you were in the management meeting, you walked over to the products, started examining them, and asking pointed questions,’” she recalls. The seller had never seen a lawyer so focused on the details of the product, and told the investment banker, “That’s when I knew we had a fully invested team.”

For Mulrain, these nuances of artful lawyering have become a vital part of her role. While a litigator tries to reconstruct the facts of the past, business lawyers, she says, look into the future. “We’re able to get really creative, contemplating what could happen and using strategic problem-solving to get to a viable resolution,” she says. “That creates a more exciting practice for me, because I get to engage in the ‘what if’ and solve the ‘what if’—and get back to the whiteboard.”

“I have had the pleasure of having Sandra support my business now for nearly two years. She has been a great counselor in our day-to-day business activities and through multiple acquisitions. She is able to perform at a high level, because from the start she has worked diligently to learn our business and the tendencies of the team. Leveraging her legal guidance has enabled our business to experience significant growth.” —Brandon Moss, SVP and President, Tools and Assembled Products, Southwire

“Over the past several months, I have worked closely with Sandra during the due diligence process of several recent acquisitions and we have been involved in the evaluation of other potential acquisitions. Sandra has been exceptional in her abilities as a legal expert to manage and negotiate issues along with working with the team as a true business partner. Her guidance, sound judgement, creative problem-solving abilities, and excellent work ethic have been extremely valuable in ensuring each successful acquisition.” —Alan Bearden, VP of Integration, Construction Systems & Solutions, Southwire

Photos courtesy of Southwire

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